ABSavage Inc, Inc(together with our affiliates,“ ABSavage Inc”, “we” ,or“ us”) provides an online fitness community and related products, services, content and features through ABSavage Inc websites (the“ ABSavage Inc Site(s)”),the interfaces on tablets connected to ABSavage Inc any fitness or other equipment, ABSavage’s fitness studios, and through mobile, desktop, or device applications(including iOS and Android applications(“Apps”)and ABSavage Inc controlled social media pages(including on Facebook, Instagram, Spotify and Twitter).To make these Terms easier to read, the ABSavage Inc Sites and Apps, along with the ABSavage Inc tablet ABSavage Inc-controlled social media pages are collectively called the “ABSavage Inc Service ”or“ the Services”. By registering as a member or by visiting, browsing, or using the ABSavage Inc Service in anyway, you(asa “user”) accept and agree to be bound by these Terms of Service(“Terms”),which form a binding agreement between you and ABSavage Inc

PLEASE NOTE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 20). YOU MAY HAVE A RIGHT TO OPT OUT OF ARBITRATION. EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 20 BELOW, OR WHERE PROHIBITED BY LAW. BY ENTERING INTO THESE TERMS,YOU EXPRESSLY AGREE THAT DISPUTES BETWEEN YOU AND ABSAVAGE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU HERE BY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

If you do not wish to be bound by these Terms, you cannot access or use the ABSavage Inc Service. Certain elements of the ABSavage Inc Service may be subject to additional terms and conditions specified from time to time; your use of those elements of the ABSavage Inc Service is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.

Who May Use the ABSavage Inc Service

Age Requirement. You must be at least 18 years old, or the age of legal majority in your jurisdiction of residence, to be eligible to use the ABSavage Inc Service with out parental/ legal guardian consent. Use includes purchasing ABSavage membership subscription and conforming with our user criteria. Individuals of 13 years of age and older who meet user criteria below, may be eligible to use the ABSavage Inc Service:

• Have been cleared to participate by a family physician;

• Have permission to participate from a parent or legal guardian who will provide supervision;

• Abide by all Safety Precautions and instructions in the applicable user manual; and

• Rest,hydrate and modify as needed.

We may, in our sole discretion, refuse to offer the ABSavage Inc Service to any person or entity and change the eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you, and the right to access and use the ABSavage Inc Service is revoked where these Terms or use of the ABSavage Inc Service is prohibited or conflicts with any applicable law, rule or regulation. Further, the ABSavage Inc Service is offered only for your personal, non-commercial use, and not for the use or benefit of any third party.

License to Use the ABSavage Service

Provided you comply with these Terms and only for so long as you are permitted by us to access and use the ABSavage Inc Service, ABSavage Inc grants you a limited, non-transferable, non-exclusive, revocable license to access and use the ABSavage Inc Service for your own personal, non-commercial purposes. This right shall not be assigned or sublicensed to anyone. This license includes the right to view Content (defined below) available on the ABSavage Inc Service and the right to download one copy of the application to any single device for your personal, non-commercial home use only, provided you abide by all copyright and other proprietary notices. This license grant is conditional upon you agreeing to and abiding by the ABSavage Inc Intellectual Property and DMCA Policy, which forms a part of these Terms. This license subsists until you violate these Terms, or this license is terminated by you or AB Savage.

Except as expressly permitted in writing by an authorized representative of ABSavage Inc, you will not reproduce, redistribute, sell, transfer, create derivative works from, decompile, reverse engineer, or disassemble the ABSavage Inc Service, nor will you take any measures to interfere with or damage the ABSavage Inc Service. Unless otherwise specified, copying or modifying any Content or using Content for any purpose other than your personal, non-commercial use of the ABSavage Inc Service, including use of any such Content on any other website or networked computer environment, is strictly prohibited. All rights not expressly granted by ABSavage Inc in these Terms are reserved.

Privacy

Our Privacy Policy forms a part of these Terms. Please review the Privacy Policy to learn about:

• What information we may collect about you;

• What we use that information for; and

• With whom we share that information.

Membership Requirements Registration

To be eligible to fully access the ABSavage Inc Service, you must register as a member of the ABSavage Inc Service and enter into a subscription agreement for access to our live and on-demand classes, Content and features (the “Subscription”). You must provide complete and accurate registration information to ABSavage Inc, complete the Subscription process, and notify us if any of your information changes. If you fail to keep your account information up to date, we may have to suspend or terminate your Subscription.

Pop Up Classes and Membership. Participation in any of our pop-up classes may attract additional fees. You must have an account registered on our dedicated website to sign up for pop-up classes and/or purchase pop-up service, but you are not required to have a Subscription. Additional information about our pop-up classes and memberships will be made available on our designated website as the need arises.

Profile Information and Picture. You shall not use any name, location, other public profile information or image that violates any third party rights, is against the law, or that is offensive, obscene or otherwise objectionable in AB Savage’s sole discretion.  

Account Security. You are responsible for all activity that occurs under your account, including any activity by unauthorized users. You shall not be excused for allowing another person to use your account. You must safeguard the confidentiality of your password, and if you are using a device that others have access to, you are advised to log out of your account after using the ABSavage Inc Service. If you become aware of unauthorized access to your account, change your password and notify our Support team immediately.

Membership Structure and Fees

AB Savage will provide information on its then-current membership and Subscription requirements on the ABSavage Inc Site and/or by other means through the ABSavage Inc Service. Features and prices are subject to change.

Refund Policy

ABSavage Inc does not refund membership and subscription fees once paid, however, you reserve the right to cancel your subscription at any time, with such cancellation becoming effective as of the next billing cycle. As part of our commitment to customer satisfaction, it is our customary business practice to allow customers to return a tangible or physical Product within 14 days of payment for any reason or no reason and to receive a refund of the amount paid for the returned tangible or physical Product.

Sale of Products

ABSavage Inc cannot guarantee availability of products while accepting orders for the products or services that we may offer through the ABSavage Inc Site or at ABSavage Inc retail showrooms. Please note that product, service and other information provided are subject to corrections and changes without notice. Advertising depictions, graphics, diagrams, colors styles and the likes, are for illustrative purposes only and may not accurately reflect actual product or component availability. Errors will be corrected where discovered, and we reserve the right to revoke any stated offer and to correct any errors, inaccuracies or omissions.

Unless otherwise specified at the time of purchase, payment validates order. All products ordered and paid for, will be delivered to the shipping address you provide. We reserve the right to cancel an order placed by you at any time and for any lawful reason prior to our delivery of the product(s), provided that we will refund any fees that you prepaid for those products if we cancel. We may send an acknowledgment of receipt of your order to the email address after your payment has been processed. Apparel purchases are subject to the Apparel Return Policy.

Termination; Account Deletion Term.

These Terms begin on the date you first use the ABSavage Inc Service and continue while you have an account with us and/or continue to use the ABSavage Inc Service. During the Term, we will allow you to share workout calendars/direct messages with other Users, share other Users’ profile and challenge other Users to live workout using video call.

Termination. ABSavage Inc may, in ABSavage’s sole discretion, suspend, disable, or delete your account (or any part thereof) or block or remove any User Content (defined below) that you submitted, for any lawful reason, including if ABSavage Inc determines that you have violated these Terms or that your conduct or User Content would tend to damage ABSavage’s reputation or goodwill. If ABSavage Inc deletes your account, you may not re-register for or use the ABSavage Inc Service under any other username or profile. ABSavage Inc may block your access to the AB Savage Service to prevent re-registration.

Effect of Termination / Account Deletion. Upon termination of these Terms, all licenses granted by ABSavage Inc shall terminate. In the event of account deletion for any reason, User Content may no longer be available, and ABSavage Inc is not responsible for the deletion or loss of such User Content. For clarity, if you cancel your Subscription or it is terminated for any reason, you will lose access to all live and on-demand classes and any other Content or features provided through the ABSavage Inc Service. You may however be allowed to access and recover your data under ABSavage Inc at our sole discretion. For the avoidance of doubt, if we cancel your account for violation of any of our Terms, we shall eliminate all data and you shall no longer have access to any Content or features provided through the ABSavage Inc Service. The following sections survive termination: Privacy (Section 3), User Content (Section 8), Indemnification (Section 12), No Warranties (Section 15), Limitation of Liability (Section 16), Safety Warnings (Section 17), Intellectual Property (Section 18), Arbitration Requirement & Class Action Waiver (Section 20), Contracting Entities, Governing Law and Jurisdiction (Section 21), and all general provisions. ABSavage Inc, in its sole discretion, may make available a very limited amount of Content or features to non-subscribers from time to time, and any use of that Content is governed by these Terms.

User Content

“Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the ABSavage Inc Service; and (ii) “User Content” means any content that users provide to be made available through the ABSavage Inc Service. Content includes, without limitation, User Content.

Any User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content submitted by or on behalf of you is accurate, complete, up-to-date, and in compliance with these Terms and with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the ABSavage Inc Service, is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. To the full extent permitted by law, we make no representations, warranties or guarantees with respect to any Content that you access on or through the ABSavage Inc Service.

As between you and ABSavage Inc, you represent that you own (or have all rights necessary to grant ABSavage Inc the rights below to) all User Content that you submit to the ABSavage Inc Service, and that ABSavage Inc will not need to obtain licenses from any third party or pay royalties to any third party to use such User Content. You grant ABSavage Inc a worldwide, perpetual, irrevocable, non-exclusive, sublicensable (through multiple tiers), transferable royalty-free license and right to use, copy, transmit, distribute, publicly perform and display (through all media now known or later created), edit, modify, and make derivative works from your User Content (including, without limitation, translations) for any purpose whatsoever, commercial or otherwise, without compensation to you. In addition, you waive any so-called “moral rights” or rights of privacy or publicity in your User Content. You further grant all users of the ABSavage Inc Service, provide to AB Savage or through the AB Savage Service, feedback in any form, product or service reviews or testimonials, you hereby grant to ABSavage Inc a worldwide, perpetual, irrevocable, non-exclusive, sublicensable (through multiple tiers), transferable royalty-free license and right to use, copy, modify, create derivative works based upon and otherwise utilize your suggestions, feedback, reviews and testimonials for any purpose (including for marketing), without any notice, compensation or other obligation to you.

Please note that if you delete your User Content, in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the ABSavage Inc Service. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

Rights and Terms for Apps

Subject to your compliance with these Terms and with no right to sublicense, ABSavage Inc grants to you a limited non-exclusive, non-transferable, revocable license, to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes.. Except as expressly permitted in these Terms, you may not:

• copy, modify or create derivative works based on the App;

• distribute, transfer, sublicense, lease, lend or rent the App to any third party;

• reverse engineer, decompile or disassemble the App; or

• make the functionality of the App available to multiple users through any means.

ABSavage Inc reserves all rights in and to the App not expressly granted to you under these Terms.

Accessing App from an App Store. The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Provider”). You acknowledge and agree that:

• These Terms are between you and ABSavage Inc, and not with the App Provider, and ABSavage Inc (not the App Provider), is solely responsible for the App.

• The App Provider has no obligation to provide you with any maintenance and support services with respect to the App.

• In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of ABSavage Inc.

• The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to:

  • product liability claims;

  • any claim that the App fails to conform to any applicable legal or regulatory requirement; and

  • claims arising under consumer protection or similar legislation.

• In the event of any third party successful claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, ABSavage Inc will bear the reasonable costs of the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.

• The App Provider and its affiliates are third-party beneficiaries of these Terms as related to your license to the App, and that, upon your acceptance of the Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof.

• You represent and warrant that

  • you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country;

  • you are not listed on any U.S. Government list of prohibited or restricted parties;

  • you are not an individual, or associated with an entity, designated under the UK’s Terrorist Asset-Freezing etc. Act 2010 (TAFA 2010); and

  • you are not otherwise subject to or affected in any way by any national security or terrorism related rules whether applicable to you personally or to your location or other circumstances.

• You must also comply with all applicable third party terms of service when using the App.

General Prohibitions and AB Savage’s Enforcement Rights

You agree not to do any of the following:

• Post, upload, publish, submit or transmit any User Content or engage in any activity that:

  1. infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; or

  2. violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; or

  3. is fraudulent, false, misleading or deceptive; or

  4. is defamatory, obscene, pornographic, vulgar or offensive; or

  5. promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; or

  6. is violent or threatening or promotes violence or actions that are threatening to any person, animal, or entity; or

  7. exploits minors; or

  8. promotes illegal or harmful activities or substances.

• Collect or store any personally identifiable information from the ABSavage Inc Service from other users of the ABSavage Inc Service without their express permission;

• Use, display, mirror or frame the ABSavage Inc Service or any individual element within the ABSavage Inc Service, ABSavage’s name, any ABSavage Inc trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without ABSavage’s express written consent;

• Access, tamper with, or use non-public areas of the ABSavage Inc Service, ABSavage’s computer systems, or the technical delivery systems of ABSavage Inc’s providers;

• Attempt to probe, scan or test the vulnerability of any ABSavage Inc system or network or breach any security or authentication measures;

• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by ABSavage Inc or any of ABSavage’s providers or any other third party (including another user) to protect the ABSavage Inc Service or Content;

• Bypass any territorial restrictions, including IP address-based restrictions, that may be applied to the ABSavage Inc Service;

• Attempt to access, scrape or search the ABSavage Inc Service or Content or download Content from the ABSavage Inc Service, including through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools, plugins, add-ons or the like), other than the software and/or search agents provided by ABSavage Inc or other generally available third-party web browsers;

• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

• Use any meta tags or other hidden text or metadata utilizing a ABSavage Inc trademark, logo URL or product name without ABSavage’s express written consent;

• Use the ABSavage Inc Service or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms or permitted expressly in writing by ABSavage Inc;

• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the ABSavage Inc Service or Content to send altered, deceptive or false source-identifying information;

• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the ABSavage Inc Service or Content;

• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the ABSavage Inc Service;

• Copy, use, index, disclose or distribute any information or data obtained from the ABSavage Inc Service, whether directly or through third parties (including search engines), without ABSavage’s express written consent;

• Alter, replicate, store, distribute or create derivatives from the Content available via the ABSavage Inc Service except as expressly permitted in writing by ABSavage Inc;

• Impersonate or misrepresent your affiliation with any person or entity;

• Access, use or exploit the ABSavage Inc Service in any manner (other than as expressly permitted by these Terms), including to build, develop (or commission the development of), replicate, or consult upon any product or service that may compete (directly or indirectly) with ABSavage Inc or the ABSavage Inc Service;

• Violate any applicable law or regulation; or

• Encourage or enable any other individual to do any of the foregoing.

You also expressly agree to abide by any ABSavage Inc User guidelines and policies (including updates) on its website: absavage.com

For the purpose of operating the ABSavage Inc Service, to ensure compliance with these Terms, we have the right to monitor access to or use of the ABSavage Inc Service or Content or to review or edit any User Content to comply with applicable law or other legal requirements and to maintain the integrity and reputation of the ABSavage Inc Service and ABSavage Inc’s systems. We reserve the right to remove or disable access to any User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any User Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affect the ABSavage Inc Service. We will also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

Member Interactions, Dealings with Third Parties

When interacting with other ABSavage Inc members, you should exercise caution and good judgment to protect your personal safety and property, just as you would when interacting with other people you do not know. Your participation, correspondence or personal or business dealings with any third party found on or through the ABSavage Inc Service on any issue, are solely between you and such third party. You agree that ABSavage Inc is not responsible or liable for any loss, damage, injury, or other matters of any sort incurred as the result of such dealings.

Indemnification

You agree to indemnify, defend, and hold harmless ABSavage Inc and its directors, officers, employees, and agents, from and against all claims, damages, losses and costs that arise from or relate to

1. your activities on the ABSavage Inc Service,

2. any User Content submitted by or on behalf of you or

3. your violation of these Terms.

Third Party Software and Applications

Downloading and/or installing any third party software and/or applications that are not expressly authorized by ABSavage Inc on any ABSavage Inc hardware constitutes a breach of these Terms; any such downloading or installation is done at your own risk and may void any applicable warranty or support commitments by ABSavage Inc.

Third Party Links and Content

There may be links on the ABSavage Inc Service that let you leave the particular ABSavage Inc Service you are accessing to access a linked site that is operated by a third party. Please be advised that ABSavage Inc does not control or endorse these sites, nor has ABSavage Inc reviewed or approved the content that appears on them. ABSavage Inc is not responsible for the legality, accuracy or inappropriate nature of any content, advertising, products or other materials on or available from any such third party sites. You acknowledge and agree that ABSavage Inc is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the access or use of any of the links, content, goods or services available on or through these third party sites.

No Warranties

ABSavage Inc reserves the right to modify the ABSavage Inc Service, including, but not limited to updating, adding to, enhancing, modifying, removing or altering any Content or features of the ABSavage Inc Service, at any time, in its sole discretion. You are responsible for providing your own access (e.g., computer, mobile device, Internet connection, etc.) to the ABSavage Inc Service. ABSavage Inc has no obligation to screen or monitor any Content and does not guarantee that any Content available on the ABSavage Inc Service is suitable for all users or that it will continue to be available for any length of time.

ABSavage Inc provides the ABSavage Inc Service on an “AS IS” and “AS AVAILABLE” basis. You therefore use the ABSavage Inc Service at your own risk. Other than as expressly provided in writing by ABSavage Inc in connection with your purchase of a ABSavage Inc product, to the fullest extent permitted by law, ABSavage Inc expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, quiet enjoyment and any other warranty that might arise under any law. Without limiting the foregoing, ABSavage Inc makes no representations or warranties:

• That the ABSavage Inc Service is or will be permitted in your jurisdiction;

• That the ABSavage Inc Service will be uninterrupted or error-free;

• Concerning any Content, including User Content;

• Concerning any third party’s use of User Content that you submit;

• That the ABSavage Inc Service will meet your personal or professional needs;

• That ABSavage Inc will continue to support any feature of the ABSavage Inc Service; or

• Concerning sites and resources outside of the ABSavage Inc Service, even if linked to from the ABSavage Inc Service.

To the extent that another party may have access to or view Content on your device, you are solely responsible for informing such party of all disclaimers and warnings in these Terms. TO THE EXTENT ANY DISCLAIMER OR LIMITATION OF LIABILITY DOES NOT APPLY, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL APPLICABLE EXPRESS, IMPLIED, AND STATUTORY WARRANTIES WILL BE LIMITED IN DURATION TO A PERIOD OF 30 DAYS AFTER THE DATE ON WHICH YOU FIRST USED THE SERVICES, AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD

Limitation of Liability

To the fullest extent permitted by law:

• ABSavage Inc shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, economic or pure economic losses, goodwill, use, data, service interruption, computer damage, system failure, inability to use the ABSavage Inc Service or Content or other intangible losses, even if a limited remedy set forth herein is found to have failed its essential purpose; and

• ABSavage’s total liability to you for all claims, in the aggregate, will not exceed the amount actually paid by you to ABSavage Inc over the 12 months preceding the date your first claim(s) arose.

To the extent that any law makes any aspect of AB Savage’s limitations set out above inapplicable, all remaining aspects survive. The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between ABSavage Inc and you.

Safety Warnings

THE ABSAVAGE SERVICE OFFERS HEALTH AND FITNESS INFORMATION AND IS DESIGNED FOR EDUCATIONAL AND ENTERTAINMENT PURPOSES ONLY. YOU SHOULD CONSULT YOUR PHYSICIAN OR GENERAL PRACTITIONER BEFORE BEGINNING A NEW FITNESS PROGRAM. YOU SHOULD NOT RELY ON THIS INFORMATION AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN, GENERAL PRACTITIONER OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTHCARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON THE ABSAVAGE SITE OR HEARD ON THE ABSAVAGE SERVICE. THE USE OF INFORMATION PROVIDED THROUGH THE ABSAVAGE SERVICE IS SOLELY AT YOUR OWN RISK AND IS NOT MEDICAL OR HEALTHCARE ADVICE.

NOTHING STATED OR POSTED ON THE ABSAVAGE SITE OR AVAILABLE THROUGH ANY ABSAVAGE SERVICE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR COUNSELING CARE. FOR PURPOSES OF THESE TERMS, THE PRACTICE OF MEDICINE AND COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH CARE TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE. THE ABSAVAGE SERVICE IS CONTINUALLY UNDER DEVELOPMENT AND, TO THE FULL EXTENT PERMITTED BY LAW, ABSAVAGE MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, NO ASSURANCE CAN BE GIVEN THAT THE ADVICE CONTAINED IN THE ABSAVAGE SERVICE WILL ALWAYS INCLUDE THE MOST RECENT OR ACCURATE FINDINGS OR DEVELOPMENTS WITH RESPECT TO THE PARTICULAR MATERIAL.

In becoming a user of ABSavage Inc with the intent of using the ABSavage Inc Service, you affirm that either (A) all of the following statements are true:

• no physician or general practitioner has ever informed you that you have a heart condition or that you should only do physical activities recommended by a physician or general practitioner;

• you have never felt chest pain when engaging in physical activity;

• you have not experienced chest pain when not engaged in physical activity at any time within the past month;

• you have never lost your balance because of dizziness, and you have never lost consciousness;

• you do not have a bone or joint problem that could be made worse by a change in your physical activity;

• your physician or general practitioner is not currently prescribing drugs for your blood pressure or heart condition;

• you do not have a history of high blood pressure, and no one in your immediate family has a history of high blood pressure or heart problems; and

• you do not know of any other reason you should not exercise; or

(B) your physician or general practitioner has been specifically consulted by you and approved of your use of the ABSavage Inc Service.

If applicable, you further affirm that

• you are not pregnant or breastfeeding; unless

• you have never felt chest pain when engaging in physical activity;

• your physician or general practitioner has been specifically consulted and approved your use of the ABSavage Inc Service.

ABSavage Inc reserves the right to refuse or cancel your membership if we, in our sole discretion, determine that you have certain medical conditions or that the representations set forth above are untrue in any respect.

(B) your physician or general practitioner has been specifically consulted by you and approved of your use of the ABSavage Inc Service.

Intellectual Property Acknowledgment

You acknowledge and agree that your use of the ABSavage Inc Services and any Content contained therein is dependent upon you agreeing to and abiding by the ABSavage Inc Intellectual Property and DMCA Policy at all times. You further acknowledge that the ABSavage Inc Service contains software and other content that is protected by copyrights, patents, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All ABSavage Inc-generated content, and content provided to ABSavage Inc by its partners and licensors, is copyrighted individually and/or as a collective work under the U.S. copyright laws and all applicable international copyright (or equivalent) laws in all jurisdictions and protected under other intellectual property laws worldwide; further, as between you and ABSavage Inc, ABSavage Inc owns intellectual property rights in the selection, coordination, arrangement and enhancement of all content in the ABSavage Inc Service.

Intellectual Property Usage and Reporting Infringement

ABSavage Inc requires users to respect the intellectual property of others. Each user is responsible for ensuring that their User Content does not infringe any third party’s right or other intellectual property rights. If you believe that the ABSavage Inc Service or any Content contains elements that infringe or misappropriate your copyrights or other intellectual property rights (or the intellectual property rights of others), please go to the ABSavage Inc Intellectual Property and DMCA Policy for directions on how to report it to us.

ARBITRATION REQUIREMENT & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS MAY AFFECT YOUR LEGAL RIGHTS. APPLICABLE TO THE FULL EXTENT PERMITTED BY LAW.

a. Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and ABSavage Inc agree that the U.S. Federal Arbitration Act (or equivalent laws in the jurisdiction in which the ABSavage Inc entity that you have contracted with is incorporated) governs the interpretation and enforcement of these Terms and that you and ABSavage Inc are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

b. Exceptions and Opt-out . As limited exceptions to Section 20(a) above:

• you may seek to resolve a Dispute in small claims court if it qualifies; and

• We each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our respective intellectual property rights.

In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by regular mail sent to the attention of ABSavage’s Legal Department at the ABSavage Inc address set out in Section 24 below within 30 days following the date you first agree to these Terms.

c. Initial Dispute Resolution and Notification . You agree that before initiating any Dispute or arbitration proceeding, we will attempt to negotiate an informal resolution of any dispute. To begin this process, before initiating any arbitration proceeding, you must send a Notice of Dispute (“Notice”) by certified mail to the attention of ABSavage’s Legal Department at the ABSavage Inc address set out in Section 24 below. In the Notice, you must describe the nature and basis of the Dispute and the relief you are seeking. If we are unable to resolve the Dispute within 45 days after ABSavage’s receipt of the Notice, then you or AB Savage may initiate arbitration proceedings as set out below.  

d. Conducting Arbitration and Arbitration Rules. Any arbitration will be conducted by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the “JAMS Rules'') then in effect, except as modified by these Terms. The JAMS Rules are available at www.jamsadr.com or by calling 1-800-352-5267. A party who wishes to start arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other party as specified in the JAMS Rules. JAMS provides a form Demand for Arbitration at www.jamsadr.com. JAMS will appoint an arbitrator that is either

• a retired federal or state court judge, or

• an attorney who has been licensed to practice law in the state of Florida for at least 10 years. The arbitration will be conducted by an in-person hearing unless we both agree otherwise.

If JAMS fails or declines to conduct the arbitration for any reason, we will mutually select a different arbitration administrator. If we cannot agree, a court will appoint a different arbitration administrator.

Any arbitration hearings will take place in the county (or other municipality) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. During the arbitration, both you and ABSavage Inc may take one deposition of the opposing party, limited to 4 hours. If we cannot agree on a time and location for a deposition or any other arbitration related issues, the arbitrator will resolve any scheduling disputes.

e. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules. If you assert a claim against ABSavage Inc, you will be responsible for paying a $250 consumer filing fee. ABSavage Inc will pay for all other filing, administration and arbitrator fees and expenses. If your Dispute is for less than U.S. $10,000 (including attorneys’ fees and costs) and the arbitrator, upon final disposition of the case, finds your Dispute was not frivolous, ABSavage Inc will reimburse your initial filing fee. If we prevail in arbitration, we will pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

f. Class Action Waiver. YOU AND ABSAVAGE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, neither JAMS nor the arbitrator may not consolidate another person’s claims with your claims or otherwise preside over any form of a representative or class proceeding for any purpose. If this specific provision is found to be unenforceable, then the entirety of this Section 20 shall be null and void

g. Effect of Changes on Arbitration. Notwithstanding the provisions of Section 25 “Modification”, if ABSavage Inc changes any of the terms of this Section 20 after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or the date of ABSavage’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and ABSavage Inc in accordance with the terms of this Section 20 as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

h. Severability With the exception of any of the provisions in Section 20(e) above, if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

Contracting Entities, Governing Law and Jurisdiction

Residents of the United Kingdom and Europe are contracting with ABSavage Inc Interactive UK Ltd for the ABSavage Inc Service. All other users are contracting with ABSavage Inc Interactive, Inc. unless otherwise specified in these Terms.

These Terms shall be governed by the laws of Miami, Florida, United States of America, without regard to principles of conflicts of law. If your contract for the ABSavage Inc Service is with another ABSavage Inc entity, these terms shall be governed by the laws of the jurisdiction under which that ABSavage Inc entity is incorporated, without regard to principles of conflicts of law. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply.

Subject to the agreements in Section 20 above,

• if your contract for the ABSavage Inc Service is with ABSavage Inc Interactive, Inc., exclusive jurisdiction for all Disputes that are not required to be arbitrated, will be the state and federal courts located in New York, New York, United States of America, and you consent to the jurisdiction of those courts, and

• If your contract for the ABSavage Inc Service is with another ABSavage Inc entity, exclusive jurisdiction for all Disputes that are not required to be arbitrated will be the courts located in the jurisdiction under which that ABSavage Inc entity is incorporated, and you consent to the jurisdiction of those courts.

Interpretation; Severability; Waiver; Remedies

Headings are for convenience only and shall not be used to construe these Terms. If any term of these Terms is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from these Terms. No failure or delay by ABSavage Inc in exercising any right hereunder will waive any further exercise of that right. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of ABSavage Inc. ABSavage Inc’s rights and remedies hereunder are cumulative and not exclusive.

Force Majeure

Neither Party shall be liable for any failure or delay in performance under these terms (other than for delay in the payment of money due and payable in accordance with these terms) for causes beyond the party’s reasonable control and not caused by that party’s fault, or negligence, including, but not limited to, “acts of God”, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems, computer attacks or malicious acts, such as attacks on or through the internet, any internet service provider, telecommunications or hosting facility, but in each case, only if and to the extent that the non-performing Party is without fault in causing such failure or delay, and the failure or delay could not have been prevented by reasonable precautions and measures and cannot reasonably be circumvented by the non-conforming Party through the use of alternate sources, workaround plans, disaster recovery, business continuity measures or other means. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

Successors; Assignment; No Third Party Beneficiaries

These Terms are binding upon and will insure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You shall not assign or transfer these Terms without ABSavage’s prior written consent. ABSavage Inc may assign its rights, obligations and/or these Terms at any time in its sole discretion without notice to you.

Notices

You consent to receive all communications including notices, agreements, disclosures, or other information from ABSavage Inc electronically. ABSavage Inc may communicate by email or by posting to the ABSavage Inc Service. For support-related inquiries, you may email Support. For all other notices to ABSavage Inc, write to the following addresses:

U.S. and Canadian Residents:

AB Savage, Inc.

3309 NE 33RD STREET

FORT LAUDERDALE, FL 33308

Attn: Legal Department

or otherwise limits ABSavage Inc’s right to object to subpoenas, claims, or other demands.